Ladies and gentlemen thank you for standing by, and welcome to the Internet Brands second quarter 2009 earnings conference call. During today's presentation, all parties will be in a listen-only mode. Following the presentation the conference will be open for questions. (Operator Instructions) This conference is being recorded today, Wednesday, July 29th, 2009.

And I would now like to turn the conference over to Laura Foster of ICR. Please go ahead, ma'am.

Laura Foster

Thank you. Good afternoon, ladies and gentlemen and welcome to Internet Brands second quarter and first half 2009 conference call. By now everyone should have had access to the second quarter 2009 earnings release, which went out today at approximately 4:00 pm Eastern Time. If you have not received a release, it is available on the Investor Relations portion of Internet Brands website at www.internetbrands.com by clicking on the Investor tab. This call is being webcast and it is available for replay.

Before we begin today, we would like to remind everyone that the prepared remarks contain forward-looking statements and management may make additional forward-looking statements in response to your questions.

These statements do not guarantee future performance therefore undue reliance should not be placed upon them. We refer all of you to the risk factors contained in Internet Brands recent Form 10-K for the year ended December 31st, 2008 and Form 10-Q for the quarter ended March 31st, 2009 filed with the Securities and Exchange Commission for a more detailed discussion of the factors which could cause actual results to differ materially.

And with that, I would like to turn the call over to Bob Brisco.

Bob Brisco

Good afternoon. I am pleased to report that we had another good quarter and we are writing our full year guidance. We built our business to perform well on the rainy days as well as the sunny one and our business is performing very well.

Here is what I mean. We remained solidly on-tract to deliver the 10% to 15% EBITDA growth that we guided for the full year. Since we are now halfway through the year, the vast majority of our revenues are contractual. Our visibility in the back half of the year is very high.

In Q2, the automotive bankruptcies caused the short term blip in our revenue growth, yet our profit metrics were better than expected. EBITDA increased by 10% year-over-year and our EBITDA margin was a record 40%.

Operating cash flow was $9.4 million for the quarter. In addition to EBITDA visibility in the back half of the year, we have visibility that revenues will improve sequentially through Q3 and Q4. Importantly from the long term perspective, developments in the quarter were very positive in five areas of each of those. Developments are one; organic advertising growth; two, auto market stabilizing in trending better; three, new Autodata contracts; four, ongoing EBITDA margin expansion; and five, acquisition activity in pricing.

Beginning with the first of those, we continued to deliver strong organic advertising growth. Our non-automotive ecommerce revenues which represented a substantial majority of our consumer internet segment grew by 7% in the quarter on the same store sales basis. It continued to significantly outperform the industry. This performance is the result of the strength of our performance based advertising vehicle. We expect strong organic growth to continue.

Second, the auto market generally hits its lowest point in many decades in April and we have seen some sequential improvements then in May, June and July. We also expect it to continue.

Third, Autodata, Autodata won new contract at the end of the quarter that will drive sequential revenue growth to several quarters ahead, we expected this contract to begin earlier but we experienced delays caused by the economic uncertainties for all of the auto manufacturers. With several big wins at the end of the quarter and our large pipeline of potential new projects appears to be flowing normally and strongly again, we are starting Autodata’s long history of revenue and EBITDA growth.

Fourth, our EBITDA margins reached a record 40% and we expect them to further expand. The EBITDA margin gains were not the result of extraordinary cost cutting since we are always attentive to cost containment but rather, the gains were from a favorable mix shift in our revenues and the ongoing efficiency improvement of our operating platform. These acquisitions and pricing activity are favorable. Sellers are coming to terms with the new market realities and prices.

We completed three deals in the quarter for $3.8 million and expect to be a little more active in the third quarter. So many good developments, all of which, we expect to continue.

In terms of relative revenue performance in the quarter, we saw the largest advertising gains in auto aftermarket, apartments, home improvement and certain areas of employment. Not surprisingly, we saw the weakest performance in consumer electronics and consumer finance.

In Q2, we also continued to accelerate organic growth initiatives in the area of content expansion and traffic generation. These new initiatives are showing strong traction and are designed to improve our organic growth rate.

Finally in stepping back, we are happy with what we achieved in the quarter. While the ad markets had been stopped, we have noted the shift in tone. Many advertisers are emerging from a period of contraction and are again focusing on how to grow their businesses. As they do that, they are looking to our portfolio performance based advertising vehicle, we expect to continue to outperform in a soft economy, which is what we plan as a backdrop for budgeting purposes. But like others, we will also benefit from any macroeconomic improvements.

Overall, our business continues to perform very well through all season. Scott?

Scott Friedman

Thanks Bob and good afternoon everyone. I will start today with a detailed review of our second quarter financial results as well as discuss our third quarter and full year 2009 guidance.

We are pleased with our performance in Q2 despite lower revenues caused by the global recession in the automotive industry. We showed strong year-over-year EBITDA growth and EBITDA margin expansion which was the result of the continued mix shift to higher margin advertising revenues, of lower margin auto ecommerce revenues as well as continued leverage from our operating platform.

Now, turning to second quarter revenues. Total revenues for the quarter were $23.2 million compared to $25.3 million in the prior year period. Revenues from our consumer internet division were $15.8 million in the second quarter of 2009 compared to $18.1 million in the prior year period.

Auto ecommerce revenues decreased by $3.5 million the result of the tone set by the auto bankruptcies from consumers and auto dealers. Other revenue stabilized in the quarter with improvements from April lows and May, June and July.

On the other hand, non-auto ecommerce advertising revenues increased $1.2 million from the prior year period driven by acquisitions and organic growth from our website. Importantly and contrary to broader industry trends, organic growth from our non-auto ecommerce websites contributed significantly to this growth, by a 7% year-over-year gain.

Revenues from our licensing division were $7.4 million in the second quarter of 2009 compared to $7.2 million in the prior year period. This year-over-year increase was due primarily to continued growth of our vBulletin software licenses. Of note, had foreign exchange rates remained constant for the second quarter of 2008 through the second quarter of 2009, licensing revenues for the second quarter of 2009 would have been $0.4 million higher than reported.

As Bob mentioned, we expect strong sequential growth in our licensing division in Q3 and Q4 as the result of recent contract wins.

Net income attributable to common shareholders for the second quarter of 2009 was $2.5 million or $0.06 per diluted common share. This is compared to net income of $2.9 million or $0.07 per diluted common share in the prior year period.

As previously mentioned, we experienced solid year-over-year growth in adjusted EBITDA. Adjusted EBITDA, which we defined as earnings before interest taxes depreciation and amortization and excluding stock based compensation grew by 10% to $9.3 million in the second quarter of 2009, ahead of our expectation, from $8.5 million in the same period last year. As a percent of total revenues, our adjusted EBITDA margin expanded 670 basis points to 40.2% from 33.5% in the prior year period. We benefitted from the mix shift in revenues to higher margin advertising revenues and from the operating leverage of our platform. We expect EBITDA margins to continue to increase in Q3 and Q4 and into 2010.

Now, turning to the balance sheet. We ended the second quarter with $61.7 million in cash and investments with no outstanding debt. Regarding cash flow, net cash flow from operation in the first half of 2009 grew to $19.5 million compared to $16.2 million in the prior year period, highlighting our continued focus on managing working capital and growing free cash flow.

I would also like to quickly highlight the recent improvements in our receivables. From March 31 through June 30, 2009, our receivable balance decreased approximately $3.5 million. This decline was primarily the result of significant cash collections from our Autodata Solutions division, including amounts paid-in-full as part of OEM restructuring programs.

Now, turning to guidance. For the full year 2009, we are reiterating our adjusted EBITDA guidance of growth of 10% to 15% over 2008. This equates to full year adjusted EBITDA in the range of $38.5 million to $40.5 million. Even our year-to-date performance and our visibility into the back half of the year, we are initiating full year revenue guidance in the range of $98 million to $102 million.

For the third quarter of 2009, we expect revenues in the range of $25 million to $25.8 million and adjusted EBITDA in the range of $10 million to $10.7 million.

First question, I guess, is if I recall correctly, I think Q1 X auto ecommerce was up

30% and I think you are talking about up to 7% which is obviously still better than the market but I was wondering if you could highlight what may have slowed down, you mentioned finance and I was curious. I think you picked up than with last period. If you could just highlight what happened there and also in the context of what we have seen from competitors like [being great] and a couple of others?

Bob Brisco

Sure. Hi Christa! Alright, in Q1, our overall growth in the consumer end division was 30% but inclusive of acquisition, so the same store sales growth was about 10%. But in Q2, the comparable numbers have been about 13% overall with the acquisition but including them about 7%. So that picked up on your question, yet the organic growth rates on the same store sales basis declined a little bit from about 10% to about 7% and we saw a bit of easing in the consumer financial electronics areas that I spoke about earlier in the call, primarily those were starting too long. We expect the last easier numbers in there and some other factors on the same store sales basis in the second half. So, we expect Q3 and Q4 to show better results on the same store sale basis in the 7% that we posted in Q2.

Christa Quarles - Thomas Weisel Partner Group

Okay. And then in terms of just quantifying the lift on the licensing side from Q2 to Q3 to trying to get better handle on the magnitude.

Bob Brisco

Yes. We can offer some guidance there. So, Scott offered guidance of about $25 million to $25.8 million in Q3. So the midpoint of that is up roughly $2 million from Q2 and the way to think of that is we expect roughly half of that growth quarter-over-quarter the coming licensing division and a lot of that is from Autodata contracts that have been recently won. The other half would come from the consumer internet division and then just to play your question out in the Q4 as well, if you will and we guided Q4 because we have given you full year in Q3 of course and the mix is a little different in Q4. The sequential growth in Q4 over Q3, we expect to be more weighted towards consumer internet on the basis of seasonality of some of our acquisitions flats away. We are seeing things beginning to perform in the second half. So much more weighted towards consumer internet than the licensing division in Q4. Does that help?

Christa Quarles - Thomas Weisel Partner Group

Yes, yes. That is actually quite helpful and kind of reason to my, I guess, final question which is sort of philosophical but also just, as you think about the expansion of the inventory and I know you guys have been testing some other syndication stuff. Does any of that play into the fourth quarter results? And then broadly, if we look at the competitive landscape we are seeing Ning, for example, going for $750 million valuation, they are serving interests and passions online. You guys do the greater interests and passions online. I was wondering if you could just comment broadly about approaching that. How you approach so that long tail and serving the user base out there? Thanks.

Bob Brisco

Sure. Thanks Christa. You are commenting on the big growth initiative that we have been implementing now for a couple of quarters around more content creation, the syndication of that content out across our various properties and in some cases, syndication offers on our properties. But most of it is on an [O-and-O] basis and I can guide a bit on what we are seeing there and I think it is an important point because our ad revenues are holding up better and growing against an industry backdrop that has been shrinking so far this year and a big piece of that is the expansion of the available inventory and high quality target inventory that we have to sell to advertisers.

So, to give you a sense of that, our annual run rate of unique visitor growth on an organic basis is about, in the teams right now on average across all of our 90 plus major domains that we manage but where we focus the growth rate has been much higher. It matches double to triple of that. So, growth rates in the 25% to 35% range even in some cases higher than that and that has really been about, as you pointed out, targeting more content creation both on our own and through user generated contributions on long tail topics in high value verticals and that is the core of our strategy.

So you will see that play out, that is probably going well and has a strong cumulative impact sort of hidden in Q2 numbers, if you will that is going very well on the domain for we broad it out and the websites we [broaded] out so far and we expect an increasing level of materiality on the revenue and EBITDA contribution of that in Q3 and Q4 and obviously out into next year. So, we are very bullish about that as a long term trend.

Operator

Your next question comes from the line of Youssef Squali - Jefferies & Company.

Youssef Squali - Jefferies & Company

A couple of questions, maybe first, Scott, can you quantify how much of the revenue this quarter were from the non-auto ecommerce and how that trended on the seam of the mix changing? And then just down a little further on Christa’s question about the visibility into Q3 and Q4 maybe not as much on the licensing side but more on the consumer internet side. What areas are you seeing the most growth and then I guess related to that if you are seeing longer commitments coming into users department or what is driving that because there you see the longer commitments or bigger budgets or both, maybe you can help us with that?

Scott Friedman

I will take the first part that your question is about non-auto ecommerce and I think I will take it from an EBITDA perspective. As we have been saying that the mix shift has been a bit more dramatic this quarter. On an EBITDA basis, we are right around 85% to 90% of EBITDA within consumer internet relates to non-auto ecommerce.

Youssef Squali - Jefferies & Company

What about on the revenues side?

Scott Friedman

On the revenues side, it is above that but it is, right now, it is probably right around, I think 30% to 40% range.

Youssef Squali - Jefferies & Company

Alright, it is not bad. It is not the high end of that.

Scott Friedman

So that the EBITDA multiples, the good way to think about is that the EBITDA contribution margins use about half as much in auto. So, if you double that it gives you 10 to 15 points would move up to mid-20s to 30s, something in that range on the revenue side?

Youssef Squali - Jefferies & Company

Sorry, so just so that I understand that correctly. You are saying 25% to 30% of the revenues are non-auto ecommerce?

Scott Friedman

Are auto ecommerce…

Youssef Squali - Jefferies & Company

Auto ecommerce.

Scott Friedman

A 70% plus non-auto ecommerce and 30% minus auto ecommerce and on the EBITDA basis you go to 85% to 90% non-auto ecommerce with 10% to 15% auto ecommerce.

Youssef Squali - Jefferies & Company

Good, okay. That is helpful.

Scott Friedman

That is a very, very close. Fairly 10 points on the guidance.

Youssef Squali - Jefferies & Company

Okay, that is very good.

Scott Friedman

Yes. And then on the second part of your question about where we are seeing the lift and the improvement in advertising, I start with the absence of the negative. We do not have headwind from the auto category but we saw backend, particularly acute in the late April, May, and early June timeframe which was the height of the uncertainty with the restructuring programs in automotive and in fact this does finish that line of thinking.

Our automotive ecommerce revenues have been sequentially flat or up since April and the same trends we are seeing now emerged on auto advertising generally across the board and we are seeing more spot market buyers that basically where it starts to get your question about length of commitment. The stock market is basically dried up entirely in that sector between probably October and June pretty much and the RFP flows have started to pick up.

Now, let me broad it off of auto. We are seeing generally advertiser RFP activity increased a lot in June and July. This starts Q3 and that is across travel, the home category, areas like home improvement. So, I do not want to call that we are back to the healthy and growth days. On the other hand, the tone is shifted and there is a lot more stock market on advertising that we have seen before.

So most of it is there, underlying long term, year long, contractual commitment really do not move much up or down. I would say even through the worst sharpest decline parts of the economy in the last six to nine months. We did not see fundamental cracks in that. But what we are seeing now is a resumption of growth a little stronger in those but then on top of it since stock market activity, that is very encouraging and obviously the absence of the negatives that we have been dragging with us for a few quarters here. That is combination of thing.

Youssef Squali - Jefferies & Company

And within auto, are you seeing the same thing growth at the OEM level and at the dealerships, or are you seeing two different trends?

Scott Friedman

We are seeing different trends. That is a very good question. At the OEM level, most of the activities froze in that timeframe I was talking about from October last year through May of this year and that was not only with the manufacturers underneath the sharpest direct. The whole market went from 16 million units a year and new cars sold down to eight on a run rate in April and that costs concerned across all of the manufacturers, the European and the Asian manufacturers. And so that had changed. The cash for [28.37] program that the administration is backing has had incremental spending behind it from the manufacturers as well as new product launches coming in the fall feeling like a bit more normal of the cycle here in terms of RFP activity and we are in the middle of the upfront now. They are just beginning for 2010 and I would say that tonality is a good and much better obviously than it was this year and budgets are shifting as overall manufacturer budgets have contracted in the last year. The need to get more efficient around them is grown a lot and so the online share in the automotive sector of spending I think will be up very significantly in 2010 versus 2009.

Now, the dealers are a bit different and I would say that we have seen stabilization there and a slight bit of the lift but I would not call the tonality the same. I think that the dealer group did not get the same kind of financial release that the manufacturers did over the last few months and we are still bringing out the consolidations in the dealer network. So there has been that. Offsetting that though is the consumers come back. So off those loads of 8 million units annualized the months that I just mentioned. The run rate now in the industry is about 11 million new cars a year run rate. So the consumer is coming back which is improving, click through rates, conversion rates, number of cars purchased and all of that against the backdrop though of still some dealer consolidation.

So, net-net, we are seeing that in a stabilized and uptick slightly but I would paint a little bit different picture on the dealer side and I would the OEM side at this point.

Youssef Squali - Jefferies & Company

Okay. If I can just ask one last question on the balance sheet or rather on CapEx related acquisition, historically quite sometime back, we were talking about $20 million in quarter and run rate that went down to the 10. If I look at what your spent so far, are you standing about 5 million, how are you looking at that trend as you plan for your business going forward?

Bob Brisco

Yes. That is another excellent question. You are exactly right. We had guided in ’08 to that 20 million a quarter, as the New Year turn this year we guided to be in the 8 to 10 range and your number is about exactly right. We have been about 5.7 per quarter in Q1 and Q2 and that is inclusive of earn outs which are frontloaded in the calendar year. So there is a little turnout in the second half of the year. So, we have been, at five this year actually under acquisition to last couple of quarters.

We are not exactly sure. I will give you a point estimate number at the low end of that earlier range of about 8 million a quarter. At a high end what we guide you is, a way to think about it is on a full year basis we have no intention of spending greater than our free cash flow. That gives you sort of an up or down. That is in the same range that we have been talking about the 8 to 10.

Some quarters maybe less that the opportunity sets or the pricing is not right like you saw in the first couple of quarters of the year. We think looking at Q3 and Q4, we will probably be more in the range of 8. I would not expect to see a wild swing off of that, up for sure and probably in the 5 to 8 would be the range on the lower end. But my point guidance, right now, would be 8 and if you can play that question out longer unless something changes in the formula, new investments in acquisitions add or under free cash flow of the company and I think the out years of the model were about 10, 11, 12 etc. You can step that to be a smaller percent of free cash flow in the significant way overtime in the out years of the model.

Operator

Your next question comes from the line of Yun Kim - Broadpoint Amtech.

Yun Kim - Broadpoint Amtech

With auto ecommerce business having a lower margin, is the auto ecommerce business stabilizing and maybe rebounding, can this actually hurt the margin in the second half of the year?

Bob Brisco

Theoretically, yes. Yes, if auto ecommerce was to rebound enough, in practice, no. We do not expect it to rebound that much in the growth in the other lines of business is going to be significant in the second half. So, we have guided as we think the second half margins will certainly meet and probably exceed bit what we disclosed in Q2 and maybe if you see a little bit longer term horizon on that, the operating efficiencies in the model are still just fantastic.

So, as you will recall, we have generally been saying we add 300 basis points a year to our EBITDA margin line and so in ’08 we are about 34%. This year, we are tracking to be about 40%. So, we obviously added more like 600 basis points we believe for this year. We do think that level of accretion year-over-year is extraordinary but we do not think the margin expansion opportunity is over at all in fact I think we will resume our normal guidance, expect around 300 basis points margin expansion per month sort of every year over prior year and we will obviously find tune that as the second half plays out and we get closer to 2010 and that sort of thing. But we are not feeling like we are at the ceilings of the margin expansion opportunity at all and the proof point on that is in our non-auto ecommerce internet lines which are obviously most of the EBITDA, most of the revenue in the consumer internet division. We are fully at scale. The EBITDA margins are well in excess of these averages that we are reporting for the whole company. So, there is quite a bit of room there for us still and we are confident we will be able to capitalize on that.

Yun Kim - Broadpoint Amtech

Okay, great. And then I just want to check and to see if the new version of the vBulletin is on-tract to be released in the quarter and also just curious on how and why people look to sell that pretty well right in front of the dates of release. Thanks.

Bob Brisco

Yes, vBulletin4 which is the next release is now in alpha and beta testing and performing very well. So, we will be releasing it in Q3 in the quarter end. We will announce in a not so distant future presales of that and the second part is holding up well. You just have, it has been a very strong product, I think. I think it gets Christa’s earlier on comment about Ning, there is just such an explosion scale of community based activity and user generated content and obviously the software, the powers of the outfit. So far we have seen a very solid result from vBulletin and we expect the new release to show great uptake and good results as well. We will obviously have more on an update for you after the next quarter. This will be out there and have feedback and real field data on how the first few weeks of that has gone. So, we will afford to reporting that for you all.

Yun Kim - Broadpoint Amtech

Okay, great. And then last question, it is kind of livid out there, but just wondering, if you can share with us what your view is on the online video advertising opportunity out there and whether you guys currently carry any online video ads or have any inventory around that and then also if there is any syndication opportunity around video based content?

Bob Brisco

On video, we do have it available on some of our sites. Certain advertisers give us embedded campaign or request special links off of our pages to those units. I would say that activity follows the long term trend of being up year-over-year. However, my general guidance on this would be that that market continues to unfold much slower than a casual observer might expect it to.

So, we have been relatively, like I said we have been quite cautious in investments in the video area not seeing the return pattern to be very strong in that yet. It is something we continue to keep an eye on.

The other trend, while you are trend spotting, is mobile and we are seeing a bit more impact of that as more visitors arriving through mobile platforms. That is an area that we think has perhaps stronger yield than video in some ways. So we are beginning to make some selective investments in it. I would call them a material rate but more management focus rate in some of the mobile areas and you will see that over the six to nine months from us.

Bob, can you just comment on what you think it looks like out there for acquisitions? We have heard now kind of two quarters in a row where many dealers talk about seller expectations not being realistic. I know you guys are buying assets in different sizes and different areas of the market but I am just curious when you are looking for acquisitions, are you finding expectations reasonable and any comments you have got there? Thanks.

Bob Brisco

Yes. Hi Jason. I am happy to elaborate on what we are seeing on M&A front. We have seen this, when the economy and the stock market flowed down so drastically in the back half of ’08, I would say that seller expectations did not adjust in real time and we often use the analogy, it is often like a real estate that when the contractions happen so quickly that the buyers can immediately adjust but the sellers, they take longer than sort of realize this. They are not going to get what they thought they were going to get.

We have seen that environment shift a bit in the last month or two. By looking back on that, it was probably a little bit more than six months for seller expectations to adjust and I do not want to say they have all adjusted, somehow, some have not. I think that it has been a long enough period of time though for people to start to realize that. What happened with the stock market and the economy which is not from blip but obviously more deeper and structural and to some extent longer term and how asset, their price and what long term growth rate looks like unless you have a really extraordinary business opportunity in front of you.

So, we have seen our M&A activity pick up. The deals that we spoke about closing in the quarter, that we did the press release on this morning, really got down at the end of the quarter. There is almost no impact on them. They were mid-quarter or late in the quarter mostly in June and in fact one of them since the quarter end.

So, we think the commentary of the GAAP and the expectations being fairly severe for awhile, it is true. I think that is starting to close often, obviously guides again as the year unfolds but we are seeing a more receptive environment than we were before and I think for good reason, I think people are starting to find themselves in the middle again and in some of the valuations in the right places. So, we are optimistic about being accretive to our business around from that activity.

Operator

Thank you and at this time, I am seeing no further questions in my queue. Please continue.

Bob Brisco

Okay. I think I would like to thank everyone for your questions. We are delighted to update you on the quarter and as you can tell we feel really good about the business and what the second half of the year looks like. We look forward to talking to everyone again at the next quarter. Thank you very much.

Operator

Ladies and gentlemen, that does conclude the Internet Brands second quarter 2009 earnings conference call. This conference will be available for replay after 4:30 Eastern Standard Time today through August 12, 2009 at midnight.

You may access the replays at any time by dialing 303-590-3030 or 1 800-406-7325 will be accessed code of 4117022#. We thank you for your participation and at this time you may now disconnect.

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